FAIR ISAAC CORP — Director's Dealing 2011

Dec 15, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FAIR ISAAC CORP (FICO)
CIK: 0000814547
Period of Report: 2011-12-13

Reporting Person: Jennings Andrew (Sr. Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-13	Common Stock	M	4167	—	Acquired	22110.9923	Indirect
2011-12-13	Common Stock	F	1528	$35.99	Disposed	20582.9932	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-13	Restricted Stock Units	$	M	4167	Disposed		Common Stock (4167)	Direct
2011-12-13	Restricted Stock Units	$	A	4166	Acquired		Common Stock (4166)	Direct
2011-12-13	Restricted Stock Units	$	A	10000	Acquired		Common Stock (10000)	Direct
2011-12-13	Non-Qualified Stock Option (right to buy)	$35.99	A	12502	Acquired	2018-12-12	Common Stock (12502)	Direct

Footnotes

F1: The revenue and net income targets were deemed satisfied by the Compensation Committee resulting in a partial acceleration of this RSU award.

F2: Each restricted stock unit represents a right to receive one share of Fair Isaac common stock contingent upon continued employment.

F3: Shares withheld by Company for payment of taxes due at vesting from restricted stock units.

F4: .9932 shares are held Direct in Reporting Person's ESPP account.

F5: The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter. The third and fourth installments may be accelerated to vest with the first and second installments upon the satisfaction of specified revenue and net income targets.

F6: No expiration date.

F7: The restricted stock units vest in four equal annual installments commencing on this date and vested shares will be delivered to the reporting person as soon as practicable thereafter.

F8: This option vests in four equal annual installments commencing on this date.